Madras High CourtWP(MD)/35082/2025disposed of

M/S.Musiri Kamadhenu Nidhi Limited v. Union Of India

2026-01-07Honourable Mr Justice Krishnan Ramasamy14 pages

BEFORE THE MADURAI BENCH OF MADRAS HIGH COURT DATED: 07.01.2026

CORAM

THE HONOURABLE Mr. JUSTICE KRISHNAN RAMASAMY W.P.(MD)Nos.35082, 35086 & 35087 of 2025 & W.M.P.(MD)Nos.27787, 27791 & 27790 of 2025 W.P.(MD)No.35082 of 2025

1. M/s.Musiri Kamadhenu Nidhi Limited, 18H/2C, Kannadasan Street, Parvathipuram, Musiri, Tiruchirapalli, Trichy - 621 211.

CIN U74999TN2016PLC113749

2. Kumaravel, Managing Director (DIN 08146334), 18H/2C, Kannadasan Street, Parvathipuram, Musiri, Tiruchirapalli, Trichy - 621 211.

Represented by its Managing Director, behalf & on behalf 1, 3, 4 & 5 petitioners

3. Kumaravel Vasanth, Director (DIN 07663252), 18H/2C, Kannadasan Street, Parvathipuram, Musiri, Tiruchirapalli, Trichy - 621 211.

4. Krishnan, Director (DIN 07663260), 18H, Kannadasan Street, Andarpatti Road, Musiri, Trichy - 621 211.

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5. Saptharishi Muruganantham, Director (DIN 07663265), 16, Saliyar Street, Parvathipuram, Musiri, Trichy - 621 211.

...Petitioners

vs.

1. Union of India, Represented by its Secretary, Ministry of Corporate Affairs, 5th Floor, A Wing, Shastri Bhawan, Dr.Rajendra Prasad Road, New Delhi - 110 001. 2.Registrar of Companies, Tamilnadu, Chennai, 2nd Floor, C-Wing, Shastri Bhavan, 26, Haddows Road, Nungambakkam, Chennai - 600 006.

3.The Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai.

...Respondents

Prayer: Writ Petition filed under Article 226 of Constitution of India, praying to issue a Writ of Certiorarified Mandamus calling for the records from the files of the 3rd Respondent relating to its impugned order dated 26.08.2025 in F.No.ADJ/91/RD(SR)/2024-25/CHENNAI and confirmed the order passed by the 2nd respondent dated 12.12.2024 for penalty imposed on the company and its directors for not filed e-form MGT-14 regarding Board Resolution passed for approval of financial statements for the financial years 2016-17 to 2020-21 under section 117(3)(g) and section 179(3)(g) of Companies Act, of Show Cause Notice vide F.No.Roc/Chn/113749/Nidhi/Musiri/SCN/2021, dated 28.12.2021 and subsequently quash both orders and direct the respondents herein to 2/14

reconsider and permit the petitioner to file fresh e form-MGT-14 for financial years 2016-17 and 2020-21.

W.P.(MD)No.35086 of 2025

1. M/s.Musiri Kamadhenu Nidhi Limited, 18H/2C, Kannadasan Street, Parvathipuram, Musiri, Tiruchirapalli, Trichy - 621 211.

CIN U74999TN2016PLC113749

2. Kumaravel Vasanth, Director (DIN 07663252), 18H/2C, Kannadasan Street, Parvathipuram, Musiri, Tiruchirappalli, Trichy - 621 211.

3. Krishnan, Director (DIN 07663260), 18-H, Kannadasan Street, Andarpatti Road, Musiri, Trichy - 621 211.

4. Saptharishi Muruganantham, Director (DIN 07663265), 16, Saliyar Street, Parvathipuram, Musiri, Trichy - 621 211.

Represented by its Director, behalf & on behalf 1, 2 & 3 petitioners

...Petitioners

vs.

1. Union of India, Represented by its Secretary, Ministry of Corporate Affairs, 5th Floor, A Wing, Shastri Bhawan, Dr.Rajendra Prasad Road, New Delhi - 110 001. 3/14

2.Registrar of Companies, Tamilnadu, Chennai, 2nd Floor, C-Wing, Shastri Bhavan, 26, Haddows Road, Nungambakkam, Chennai - 600 006.

3.The Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai.

...Respondents

Prayer: Writ Petition filed under Article 226 of Constitution of India, praying to issue a Writ of Certiorarified Mandamus, calling for the records from the files of the 3rd Respondent relating to its impugned order dated 26.08.2025 in F.No.ADJ/90/RD(SR)/2024-25/CHENNAI and confirmed the order passed by the 2nd Respondent dated 12.12.2024 for penalty imposed on the company and its directors for Auditor Report is not attached along with financial statement filed by the company in AOC-4 vide SRN H19843457, dated 08.10.2018 of the financial year 2017-18, the company has violated section 134(2) of the Companies Act, in F.No.Roc/Chn/113749/Nidhi/Musiri/SCN/2021, dated 28.12.2021 and subsequently quash both orders and Direct the Respondents herein to Reconsider and permit the petitioner to file fresh AOC-4 for the financial year 2017-18.

W.P.(MD)No.35087 of 2025

1. M/s.Musiri Kamadhenu Nidhi Limited, 18H/2C, Kannadasan Street, Parvathipuram, Musiri, Tiruchirapalli, Trichy - 621 211.

CIN U74999TN2016PLC113749 4/14

2. Kumaravel Vasanth, Director (DIN 07663252), 18H/2C, Kannadasan Street, Parvathipuram, Musiri, Tiruchirapalli, Trichy - 621 211.

3. Krishnan, Director (DIN 07663260), 18H/2C, Kannadasan Street, Andarpatti Road, Musiri, Trichy - 621 211.

4. Saptharishi Muruganantham, Director (DIN 07663265), 16, Saliyar Street, Parvathipuram, Musiri, Trichy - 621 211.

Represented by its Director, behalf & on behalf 1, 2 & 3 petitioners

...Petitioners

vs.

3.The Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai.

...Respondents

Prayer: Writ Petition filed under Article 226 of Constitution of India, praying to issue a Writ of Certiorarified Mandamus, calling for the records from the 5/14

files of the 3rd Respondent relating to its impugned order dated 26.08.2025 in F.No.ADJ/89/RD(SR)/2024-25/CHENNAI and confirmed the order passed by the 2nd Respondent dated 12.12.2024 for penalty imposed on the company and its directors for Board Report and financial statement attached along with AOC-4 vide SRN - G86215068 dt. 03.05.2018 for the financial year 2016-17 and SRN - H19843457 dt. 08.10.2018 for financial year 2017-18 were not signed by any director of the company violated of section 134 (1) and (6) and under Section 454 of companies act, 2013 in F.No.Roc/Chn/113749/Nidhi/Musiri/SCN/2021, dated 28.12.2021 and subsequently quash both orders and direct the respondents herein to reconsider and permit the petitioner to file fresh AOC-4 of 2016-17 and 2017-18.

In all cases, For Petitioners : Mr.M.Raju Sharma For Respondents : Mrs.P.Thenmozhi, Central Government Standing Counsel COMMON ORDER These Writ Petitions have been filed challenging the order dated 26.08.2025 passed by the third respondent / Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai, confirming the order dated 12.12.2024 passed by the second respondent / Registrar of Companies, Chennai.

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2. The learned counsel appearing for the petitioners would submit that, in the present cases, the default committed by the petitioners, according to the respondents was that the petitioners have not filed E-form MGT-14 regarding Board Resolution passed for approval of Finance Statement for the Financial Years 2016-17 to 2020-21; Auditor's Report was not attached along with Financial Statement filed by the Company in AOC-4 for the Financial Year 2017-18; and Board Report and Financial Statement attached along with AOC-4 for the Financial Years 2016-17 and 2017-18 were not signed by the Directors. According to the learned counsel, all the particulars, including the Board Resolution and Auditor's Report were furnished to the Chartered Accountant and the petitioners entrusted the work with the Chartered Accountant to upload them in portal.

However, due to inadvertent omission on the part of the Chartered Accountant, the error occurred. Though show cause notice was issued by the second respondent, the petitioners were not in a position to file the documents because they have given instructions to their Chartered Accountant. The petitioners preferred appeals before the third respondent and the third respondent failed to consider their submissions. The learned counsel would submit that the entire business of the petitioner Company was closed in the year 2021-22 and to that extent, E-form NDH-3 was also filed to the respondents. Therefore, at present, the petitioner Company is not carrying on any business.

circumstances, for no fault on the part of the petitioners, maximum amount of penalty has been levied by the respondents and due to the same the petitioners were put to an irreparable hardship. He therefore, prayed that some leniency may be shown to the petitioners and penalty may be reduced.

3. The learned Central Government Standing Counsel appearing for the respondents would submit that taking into consideration of the aspect that the petitioner Company has closed down their business, if at all this Court is inclined to reduce the penalty, a little penalty may be reduced.

4. I have given due consideration to the submissions made on either sides.

5. As far as W.P.(MD)No.35082 of 2025 is concerned, it relates to non-filing of E-form MGT-14 regarding Board Resolution passed for approval of Finance Statement for the Financial Years 2016-17 to 2020-21. It is not the case of the respondents that the Board Resolution was not approved. According to the petitioners, they have duly furnished the Board Resolution to the Chartered Accountant. However, the Chartered Accountant failed to upload the same in the portal. Anyhow, the entire liability of the petitioners cannot be absolved, as it is their ultimate 8/14

responsibility to make sure all the documents are uploaded accordingly. However, when the duty is also caste upon the Chartered Accountant to upload the documents, this Court is of the view that imposing huge penalty of Rs.14,50,000/- on the petitioners is not correct. In view of the same and in view of the fact that the petitioner Company has closed down its business, this Court is inclined to modify the penalty as follows. (i) The penalty levied as against the Company to the extent of Rs. 2,00,000/- for the Financial Years 2016-17 to 2020-21 each stands reduced to Rs.10,000/- for the Financial Years 2016-17 to 2020-21 each. (ii) The penalty levied as against the three directors to the extent of Rs. 50,000/- each for the Financial Year 2016-17 is reduced to Rs.5,000/- each. (iii) The penalty levied as against the three directors to the extent of Rs.50,000/- each for the Financial Year 2017-18 is reduced to Rs.5,000/- each.

(iv) The penalty levied as against the director to the extent of Rs. 50,000/- for the Financial Year 2018-19 is reduced to Rs.5,000/-. (v) The penalty levied as against the director to the extent of Rs. 50,000/- for the Financial Year 2019-20 is reduced to Rs.5,000/-. (vi) The penalty levied as against the director to the extent of Rs. 50,000/- for the Financial Year 2020-21 is reduced to Rs.5,000/-. 9/14

6. Thus, as far as W.P.(MD)No.35082 of 2025 is concerned, the total penalty levied for the Financial Years 2016-17 to 2020-21 to the extent of Rs.14,50,000/- stands reduced to Rs.95,000/-.

7. As far as W.P.(MD)No.35086 of 2025 is concerned, it appears that the Auditor's Report was not attached along with Financial Statement filed by the Company in AOC-4 for the Financial Year 2017-18. It is true that, though the petitioners have entrusted the work with the Chartered Accountant, the responsibility lies with the petitioners and it cannot be absolved. However, considering the fact that the petitioners have duly furnished the Auditor's Report to the Chartered Accountant and duty is also caste upon the Chartered Accountant to file the documents, this Court is of the opinion that the penalty of Rs.4,50,000/- imposed on the petitioners is on the higher side. Therefore, this Court is inclined to modify the penalty as follows.

(i) The penalty levied as against the Company to the extent of Rs. 3,00,000/- stands reduced to Rs.40,000/-.

(ii) The penalty levied as against the three directors to the extent of Rs. 50,000/- each stands reduced to Rs.5,000/- each. 10/14

8. Thus, as far as W.P.(MD)No.35086 of 2025 is concerned, the total penalty levied for the Financial Year 2017-18 to the extent of Rs.4,50,000/- stands reduced to Rs.55,000/-.

9. As far as W.P.(MD)No.35087 of 2025 is concerned, it appears that the Board Report and Financial Statement attached along with AOC-4 for the Financial Years 2016-17 and 2017-18 were not signed by the Directors. Here also, the responsibility of the petitioners cannot be absolved However, considering the fact that the petitioners have duly furnished the Board Report as well as Financial Statement to the Chartered Accountant and it is also the duty of the Chartered Accountant to verify whether signatures are available or not, this Court is of the opinion that the penalty of Rs.9,00,000/- imposed on the petitioners is on the higher side. Therefore, this Court is inclined to modify the penalty as follows.

(i) The penalty levied as against the Company to the extent of Rs. 3,00,000/- for the Financial Years 2016-17 and 2017-18 each stands reduced to Rs.40,000/- for the Financial Years 2016-17 and 2017-18 each. (ii) The penalty levied as against the three directors to the extent of Rs. 50,000/- each for the Financial Year 2016-17 is reduced to Rs.5,000/- each. 11/14

(iii) The penalty levied as against the three directors to the extent of Rs.50,000/- each for the Financial Year 2017-18 is reduced to Rs.5,000/- each.

10. Thus, as far as W.P.(MD)No.35087 of 2025 is concerned, the total penalty for the Financial Years 2016-17 and 2017-18 to the extent of Rs. 9,00,000/- stands reduced to Rs.1,10,000/-.

11. Accordingly, these Writ Petitions are disposed of. No costs. Consequently, connected Miscellaneous Petitions are closed. 07.01.2026 (2/2) Speaking / Non-speaking order Index : Yes/No NCC : Yes/No mbi 12/14

To 1.The Secretary, Union of India, Ministry of Corporate Affairs, 5th Floor, A Wing, Shastri Bhawan, Dr.Rajendra Prasad Road, New Delhi - 110 001. 2.Registrar of Companies, Tamilnadu, Chennai, 2nd Floor, C-Wing, Shastri Bhavan, 26, Haddows Road, Nungambakkam, Chennai - 600 006.

3.The Regional Director, Southern Region, Ministry of Corporate Affairs, Chennai.

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KRISHNAN RAMASAMY, J.

mbi 07.01.2026 (2/2) 14/14